It is well-settled law that the receipt of transaction-based compensation related to securities makes a firm a "broker."

In the face of this well-settled law, Ms. Peirce is arguing that while a firm that collects transaction-based compensation is clearly in a "business," that does not mean it is in the business of being a "broker." Whether a firm is a "broker" must depend on the activities that the firm actually conducts. If a firm does not conduct brokerage activities, the manner in…

Currently, there is no agreement on what ESG metrics are - or should be. If Commissioner Lee's recommendation is for compensation or other factors to be tied to such metrics, then she must first define her view of ESG metrics and explain why these factors should be based on them. Without such specificity, it is difficult to evaluate the recommendation.

There are two debates taking place between the Commissioners as to ESG-related disclosures. One debate is as to what such disclosures would be and whether they are necessary or useful. The other debate is as to the SEC's authority. Proponents of more ESG disclosure, such as and , argue that the SEC can mandate ESG disclosure on the basis of investor demand, even if the reasons for that demand are not limited to matters of economic importance. Skeptics as to ESG disclosure argue that…

The requirement that a firm obtain a locate when it is executing a riskless principal short sale for a client that itself has done a locate makes no sense. The firm will be delivering, on its sale, the security that the client has delivered to it. There is absolutely no benefit in the second locate. Presumably the regulators would not require a second locate for an agency transaction. If that is the case, then why would there be a need for one in the case of a riskless principal transaction?…